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Dawn stood at the door, her hand raised in the air to knock. Was this really a good idea? She almost chickened out, but her thoughts flashed back to the last two weeks and, almost without thinking about it, she knocked.

She held her breath as she heard a shuffling noise from the other side, then the door popped open.

"Bit? What are you doin' here?"

"Ummm, Spike!," said the girl, jumping. "Hi! I just thought I'd drop by..." she trailed off uncertainly and looked at the ground. He stared at her a moment, a slight frown on his face, then backed away and waived her in. The girl entered with a false bounce in her step. She was nervous about something.

"Aren't you supposed to be at school?"

"Yea, well, ummm, Buffy's away until Sunday, and Willow's been acting kinda strange, ya know?"

They moved into the tomb and Spike sat down on the decrepit lounge chair. This early in the morning he didn't like visitors, especially the Slayer's sister. He'd gotten, for the first time since he and Dru split, a taste of great sex, and it had fired his blood. Spike liked his play rough, and the slayer had the body to take it. He was getting hard just recalling their encounter, the feel of her body, such a contrast between soft and hard, how she felt as he pounded into her, the rich smell of her sex ... wait a minute. He looked over at Dawn, now sitting at the edge of the sarcaughagus, and his eyes narrowed.

"So, lil' bit, what brings you here today? Thought maybe you could hide out here and skip school, eh?".

"Um ... yea. Just wanted to hang out for awhile," she said in an uncertain voice.

People tended to forget several things about Spike. While they never forgot that he was a vampire, they often forgot just what that meant. He was strong, had better vision, hearing and sense of smell then a human. And of late, they were forgetting that he was, above all, evil. That was thanks to his relationship with the slayer. Just as good people could be corrupted by evil, evil could be 'corrupted' by good. Spike knew that when Buffy died again, (she was, after all a mortal in a dangerous line of work) he would eventually revert to evil. It was only because of a promise to Buffy, that when she died the last time, he had continued to help protect Dawn and the rest of them.

He looked at the girl again. He could smell her, the life that ran through her body, the combination of fear and excitement, and finally, her intense sexual arousal. It was getting to Spike in a big way. He had a quick flashback of one of the last girls that he and Dru had shared. They had both enjoyed torturing girls, and ones that were Dawn's age, around 14 or 15, were usually their prime targets. They had been very skilled at forcing their victims to orgasm using pain and very small amounts of pleasure, keeping them for days to enjoy their suffering. The ones that they hadn't killed at the end had been unsuited for normal sex for the rest of their lives. Dawn would have been a prime target. He allowed himself a quick fantasy, imagining Dawn in his 'care'. No one but he knew that he could do what ever he wanted to Dawn and the chip in his head wouldn't stop him. She wasn't human. No matter that she looked and acted just like a human, she was really a construct. He could have fed on her at any time, but because of the slayer, he had chosen not to. Considering how she smelled, perhaps there were other games that she was interested in ... Naa, he thought. Buffy'd kill him for sure, although he wasn't as helpless against her as he'd been before her death.

Dawn was really nervous now. She didn't know what to do, she had no plan or ideas. She just knew that if she couldn't satisfy the cravings shooting through her body she'd go crazy. Dawn closed her eyes and wondered what to say. She didn't understand why she was feeling like this or what to do about it.

Two weeks ago, Dawn had been walking up the stairs in the house. Tara and Willow had still been together, although things were getting increasingly strained between them. Even Dawn could tell that something was happening with Willow. It was sort of late, and Buffy was out on patrol and Dawn had thought that Willow and Tara were also out. Dawn was a normal fifteen year old, but she had a very high sex drive. She masturbated almost every night before sleep, but her fantasies were pretty normal. She didn't penetrate herself because she really wanted a boyfriend, if Buffy ever let her date, to take her virginity. She just knew that the right one would come along eventually, and she satisfied her cravings by rubbing and caressing her prominent clit. Tonight she looked forward to a more extended session since she was alone in the house.

However, as she passed by the bedroom Willow and Tara were in, she noticed that the door was open a crack and there was a dim light coming from the room. Quietly, she crept up to the opening and looked through. What she saw made her freeze in her tracks. Tara and Willow were making love in the bed. At least she thought they were making love.

Willow's back was to the door and she was running her hands over Tara. They were both nude, but Tara seemed to be tied to the bed, a black cloth over her eyes, arms and legs attached at the corners with scarves. From where she was standing, Dawn had a perfect view of what was happening. Willow was whispering something that Dawn couldn't hear, and Tara was moaning and panting, her body slick with sweat. Dawn looked at Willow and admired the body of the slim witch, surprised by a sudden desire to run her hands over her smooth skin.

Dawn had never been attracted to a woman. She knew, in theory, that Tara and Willow made love but seeing it live and in person made it very real. She felt her own body respond, not that it would take much, considering the mood she was in. She watched as Willow moved to climb on the bed over her bound lover. Dawn winced as she saw that Willow had a strong grip on one of Tara's breasts, her nails digging into the soft flesh. Tara's nipple was hard.

Willow knelt with her sex over Tara's mouth. Dawn could see Tara struggling to reach it with her tongue, but Willow kept out of her reach. Dawn could feel her own nipples start to ache as her arousal grew. She caught her breath when she saw that Willow had shaved her hair. Not just a bikini shave, all of it was gone.

"Ask for it lover," came Willow's voice.

"Oh please, please Willow, I need you. Please, I want to taste you, please!" Tara's voice sounded very different from what Dawn was used to hearing. It was soft, as always, but there was a hunger, a need in it that caused Dawn's body to tighten in ways she just wasn't used to feeling.

"Oh, my love, you know that I want it. But I need more. Beg for it..." replied Willow, twisting Tara's nipple hard enough to make her groan. " ... tell me that you want it."

Tara panted, then whined as Willow cruelly pulled her nipple. Her hips were grinding on empty air and Dawn could see the wetness gleaming between her legs. Tara still had hair on her mons, but the lips had been shaved.

"Please, Willow please, do it. Use the belt. I need it, I need you. Gods, please I need to cum." Dawn was now very aroused watching and feeling the raw, sexual energy that the women were creating. She could feel the energy being created by the witches on her skin. Dawn watched as Willow reached out of her view with one hand and retrieved a belt. She sucked in a breath - what was Willow doing with a belt?

Seconds later, she had her answer. Willow brought the belt down between her lover's legs with a loud spat. Tara and Dawn both jerked, and Tara let out a loud groan. Dawn was mesmerized, both fascinated and repelled. It was obvious that Tara liked what Willow was doing to her, her hips were jerking up to meet the belt. But it was scary. She watched as Willow slowly lowered her sex onto Tara's mouth. Tara groaned loudly and pushed her face into the slick flesh as soon as she could. Shortly, Willow was all but smothering her lover, grinding her hips and pushing hard onto Tara's sucking mouth. When she lifted to let Tara breath, Dawn could see her face was very wet, strands of thick slime stretched between Willow's sex and Tara's mouth. Dawn was also very wet, and found herself wishing that someone would lick her there. She squeezed her thighs together thinking about it.

The whole time, Willow kept swinging the belt, striking her lover again and again. Each time she was hit, Tara's hips jerked and rotated. Then the energy Dawn was feeling began to change, becoming heavier somehow, more primal and raw. The belt was coming down faster, and Tara was struggling to open her legs wider to accomodate it. Willow was panting and letting out little moans as she was licked. Dawn could tell that they were nearing a climax, she was so horny herself that she thought she might orgasm with them. It wasn't long before the women were starting to cum, Dawn was almost there herself just from the energy bleeding over her, when lovers came. The orgasm between Tara and Willow was simultaneous, something that, had Dawn been more experienced with sex, she would have known was difficult to pull off. They writhed together, the belt blurring down to smack Tara's vulnerable lips, as they came. Just seconds and Dawn would join them. Then she looked up at Willow.

Willow was staring right at her and her eyes were a deep black, something that only happened when she was doing major magic. Dawn's orgasm fled before the power in Willow's eyes, almost as if it was sucked away, and she stood frozen. There was a roaring in her ears and she thought that she saw Willow smile. Not a normal Willow smile, but something lust inspired, predatory. Dawn fled, all thought gone. When she came to herself, she was in her bedroom. She looked at the clock and blinked - surely it hadn't been a half an hour that she'd stood there!

She waited, huddled on the other side of her bed, hoping that she had just imagined Willow looking at her. Another half hour passed before she dared to move. She was cramped and uncomfortable, but she knew that she had to get up and go to bed. As she stood, she realized that sexual energy was still running through her body, no doubt due to the fact that she had been denied her orgasm when it had been so close. The girl opened her own door and peeked down the hallway, but the door to Tara and Willow's room was closed and no light came from under the it. Dawn sighed in relief and began to strip.

She looked at herself in the mirror as she did. Watching Tara and Willow have sex had somehow changed how she looked at her own body. Would a woman find her attractive? She removed her bra and stood looking at her lean form in the mirror. She was only wearing her panties, but the powder blue cloth was soaked to a dark blue where her thighs met. She could smell her arousal which was now flaring like fire in her belly. Her hands caressed her stomach, then her breasts as she gently squeezed her thick, swollen nipples. Usually, she enjoyed gentle pressure and light touches to her breasts and nipples while she masturbated. Not tonight. Something had been awakened in her, or so it seemed, and she needed more. She closed her hands firmly on her breasts, then squeezed her nipples. That felt good so she squeezed harder, and that felt even better.

She pulled on the sensitive nubs and shivered at the sensation. Her knees started to get weak, so she knelt in front of the mirror and spread her legs. She had a new admiration for how sexy she looked and no longer wondered if a woman would find her attractive. One hand stopped mauling her breast and she scratched her skin in a line down her belly. The normal feather touches she enjoyed employing now gave way to the fire that her nails caused as they dragged down her body. Her eyes were dilated and her breath hissed through her teeth as she roughly slid her hand over her soaked panties. She was aware of her body and her scent as she never had been before. She wanted, needed, something. Her hips jerked as she road her hand and soon it wasn't enough, she needed to touch herself without the panties in the way. She used both hands and quickly, almost savagely, pulled the soaked blue cloth off her body.

Her scent was thick in the air, and it was turning her on. Her mind flashed back to the memory of Tara sliding her tongue along Willows opened sex. She wondered what that tasted like. Dawn was familiar with her own scent, but had never felt the desire to taste herself. She felt it now, and raised one hand to her lips. The scent was even stronger and she licked her finger. Dawn almost growled as her arousal intensified. She tasted slightly salty and a little sweet. Her hand dove between her legs and she started to roughly pull and pinch at her erect clit. It was sticking way out of it's hood and her hips jumped as she pinched it hard. She was almost there ... almost. Dawn looked down and saw her panties. Hardly thinking, she stuffed the wet crotch into her mouth and sucked, exploding into orgasm. Her cries were loud, even muffled by the panties, but she was too gone to care, her orgasm the only thing in existence.

She calmed down, panting, sweat running down her body. Somewhat sheepishly, she spit the panties out of her mouth while one hand idly slid through her soaked sex. She was tired, but still horny. She got up and pulled back her covers. As she did, she thought that she saw a shadow of something moving under the door, but her hand distracted her and she forgot about it almost instantly. She lay back and spread her legs, her hand running through the sparse hair on her mons. Fingers resumed twisting her sore nipple and her hand once again started rubbing her clit. As her arousal grew, she recalled more scenes of Tara and Willow. She remembered Willow's small breasts, the nipples a deep coral and tight with arousal. She remembered the scent that drifted to her nose from the women, and it wasn't long before she was on her way to another orgasm, this time slapping rather then rubbing her clit. She came again after that, then managed to stop herself and slide off into sleep.

Dawn awoke the next morning, and the first thing she noticed was the smell of sex. She was still horny and had to masturbate again before showering for school. Over the next week, things only got worse for the girl. She didn't see Tara and Willow in bed again, and in fact they split up. Willow never said anything about Dawn watching them either. Dawn figured that she was too distracted. She now masturbated twice a day. She found that it was really exciting to do it just after she put on her panties in the morning. She seemed to be horny all the time, and couldn't wait until she got to go to bed at night so that she could masturbate while sucking on her panties. She got rougher with herself, often slapping her sensitive breasts and sex and leaving marks on her skin with her nails.

Things continued to get worse and by the beginning of the next week, she couldn't walk down a hallway at school with out fantasizing about some cute boy throwing her down and raping her. By that Wednesday, she was looking at the girls the same way and Thursday, she had to hide in the girl's bathroom, pulling hard on her labia and scratching her clit with her nail until she came and regained some semblance of control. She was going crazy, loosing control of herself and every one she knew seemed to be in the middle of a crises, so there was no one to talk to. This morning, she realized that if she went to school, she'd do something that she'd regret. So she went to the only person who she thought that she'd be safe with. Someone who had protected her and who she hoped could help her figure out what was going on. Spike.

Dawn realized that she'd been silent for too long. While she'd been thinking about Tara and Willow her nipples had gotten very hard and could easily be seen by Spike. It was obvious that he was looking, too. Dawn had come to Spike for help. But she didn't really know what kind of help she wanted. Thoughts of him taking her, using her right then and there suddenly dominated her mind. She shook them off with difficulty and looked at him. It's not like he wasn't hot, but she knew he was safe. After all, that was why she was here. Spike would never hurt her or take advantage of her. At least, that was why she thought she was here.

"Hey, Bit, are you sure you're OK?"

Dawn couldn't answer. She realized that she couldn't control herself and that she should leave so that she could be alone. If she didn't, she knew that she would try and make the fantasies running through her brain a reality. She didn't know if it would be more humiliating to be turned down by Spike or to have sex with him. She felt the moisture increase between her legs and knew that it didn't matter - either outcome would increase her arousal. She couldn't deal with this! She bent her head and looked down, tears of frustration pooling in her eyes. Dawn was at the end of her rope, dealing with feelings and thoughts that she couldn't fight. She wasn't even sure she wanted to fight them. She started as she looked up and saw Spike right next to her.

He put his hands on her shoulders and said, "Dawn, what's wrong? Tell me..."

She opened her mouth to say something, but having him this close was completely clouding her mind. All she could picture was her kneeling at his feet, doing what ever he wanted her to do. Maybe he would tie her like Tara had been tied and whip her...

"Dawn!"

Startled, the girl looked up at him. She was on her knees and he was bent over her. Dawn looked into his eyes and just stared, trembling, burning up with sexual energy. You didn't need to be a Vampire to see the sexual flush to her skin. Spike could feel the heat coming off her body and it was impossible to miss the thick points of her nipples poking through her t-shirt, nor the strong smell of her arousal.

"What is going on with you?"

"Spike," came the girl's shaking voice, "I don't know. I DON'T! Please, you've got to help me."

"I can't help you if I don't know what's wrong." Originally, Spike thought that the girl was just being a tease. But now, he wasn't so sure. She was so aroused, so ready so ... He wrenched his mind off that track. Bugger if he was going to play with Slayer's little sister. He pulled her to her feet and tried to ignore his own arousal. She continued to look in his eyes. Suddenly, she grabbed him and pulled toward him trying to kiss him. Dawn was no longer in control, there was only her hunger, her need.

Spike was startled, but the teen was hardly faster then him. He stopped her, now aroused and angry, back to thinking the girl was teasing him.

"Stop that! Damn girl, what are you playing at? Go find a boy your own age to play kissy kissy with, and leave me alone. What would your sister think?"

Dawn sank to her knees again and looked up at him. She was trembling so badly that she could hardly speak. "Please, please, Spike, I ... I won't tell anyone. Honest!"

"What? What the bloody hell are you talkin' about? Tell them what? There's nothing TO tell!"

"I ... I'll do anything you want. Whatever you want me to do, I'll do it." Dawn didn't care now, either Spike took her or the first person she met on the street would.

Spike was angry. Faster then her eyes could follow, he reached down and pulled her to her feet. "Listen girly, you don't know what you're messing with. Feeling a little frisky are you? Thinkin' maybe you could tease old Spike because he's been defanged by a chip? This isn't funny, and just because I can't bite you doesn't mean that there aren't a lot of other things I could do. Now you get your little ass out of here and go find a boy your own age to tease."

"I ... I'm not teasing. Really, I, don't know what's wrong, but I know if I go out there, who ever finds me first, I ... I'll do whatever they want. ANYthing they want Spike. I came here because if I went to school, I'd do the same thing there!"

"Oh, sure. Look, Bit, you've got a bad case of hormones. Go peddle it to someone else. Your sister would kill me if she even had a hint I'd laid a hand on you." He pulled her to her feet with one hand and pushed his face close to her's, "Now hit the road before you get us both in trouble."

Dawn melted from the firm, painful grip he had on her arm. She imagined that same grip on other parts of her body and softly moaned. Spike was startled. He heard the moan, and no stranger to aroused women, knew that it was from both pain and pleasure.

The girl looked at him and whispered, "Please, you can do whatever you want to me. I won't tell anyone - Buffy'd kill us both! Don't make my first time be with a stranger."

She was serious. Spike believed that now, but immediately started to wonder what had happened to her. His own arousal was very high, like blood lust from the hunt, something he'd been denied too long. Unlike the inexperienced teen, he had plenty of experience controlling himself. Fine, he decided, let's see just how serious she was.

"OK," he said, letting her go, "prove it. Strip." Countless women over the years had heard that command spoken in that soft, menacing voice. They knew what it meant, but Dawn was too inexperienced to understand. Even if she had, in her current state she wouldn't have been afraid, just happy. The hunger would be fed.

The girl stepped back and pulled off her shirt. She kicked off her shoes and stripped so fast that Spike was taken aback. His demon nature surged and he knew that she really would do whatever he wanted. Demons liked lust - it was used so often to corrupt that it was second nature to them. Spike was certainly no exception. He admired her slim body, breasts that were not too large, but swollen with lust. He noticed that her white panties were soaked as she slipped them down her coltish legs. No way was he going to let this pass. As she removed her last piece of clothing he was on her in a second. One hand grasped her long dark hair and pulled her head painfully back, the other had somehow captured both of her hands and held them in a bruising grip. She yelped, startled by the suddenness of his movement.

"Now your in it." He hissed. "So, little girl wants to play adult games." He bent her head further back causing Dawn to wince. He might be hurting her, but she obviously didn't care. "You should have chosen some boy from your class. I don't like to play nice, not at all."

"I ... I'm a virgin."

Spike wasn't too surprised at that statement. At this point it didn't matter what she was, he was going to fuck her but good. "Right, so you want me to go easy on you, little girl?"

She looked away from his eyes and whispered, "No. Not at all."

Spike was startled by this answer. He let go of her and looked at her. He couldn't remember the last time he'd seen a female so aroused. Well, actually, he could. But the slayer had nothing on her little sister. The Summers women were going to be the death of him, that was for sure.

"So, Little Bit likes it rough, eh? If you're a virgin, how could you know?" He grabbed her thick, rock hard nipples and squeezed, testing the girl. She just moaned, softly. He added more pressure, then more, pulling on her nipples until the girl stood on her tiptoes, panting and whining. But she didn't ask him to stop, and one of her hands went to the sparse, dark pubic hair matted between her legs.

"None of that," Spike said slapping her hand away. "I'll decide what you play with and what you don't. And we're not doing anything more here. Get your clothes and follow me."

He turned and went down the ladder in the sarcaughagus. Seconds later, Dawn followed him. She sank to her knees, her hand sliding between her legs again while the vampire rummaged through a chest. He turned to find the fifteen year old masturbating herself on her knees in the dirt. Spike turned to her and in a flash had grabbed her by her hair and pulled her to her feet.

"If you can't follow the rules, you'll have to be punished."

"Y ... yes. Punish me..." Dawn whispered, her eyes looking glazed. By this time, Spike was happy to oblige. All thoughts of how wrong this was had left his brain. He wanted her, he wanted to use her, to whip her and do all those things he'd been denied for so long. Oddly, the thought of actually feeding on her never crossed his mind. He might have wondered about that, had his attention wandered from Dawn at all. It wasn't long before she found herself manacled in the same chains Spike had used on her sister some time ago. Back when he and Dru had planned to kill the slayer. At that time, Buffy had declared that she'd never have sex with Spike. She'd been wrong. Now, it appeared, it was her sister's turn.

The girl stood there, her hips moving back and forth, panting and waiting to see what Spike would do. Spike surveyed the now helpless girl. It'd been too many years since he'd been able to indulge in this. He planned to put his more then 100 years of experience to use tonight. Little Dawnie wouldn't forget she'd tangled with Spike.

Walking back to the table he removed his shirt and picked up a whip. He'd start with this one, a simple flogger. It didn't make marks, well, not bad marks, and he knew how to use it and make it really hurt. Maybe the teen would fold right off the bat. She wasn't going to get out of being fucked, but if she didn't take to this, then he'd fuck her and let her go.

He stepped in front of the girl who looked at the whip with wide eyes. She was squirming and could feel the frustration of not being able to touch herself. She could feel that her thighs were wet and her nipples were aching. She wanted, needed to feel that whip. Dawn had been using a belt to masturbate with for days, smacking the end of the leather on her clit. Those had been the best orgasms she'd had yet, lying in bed, feeling the sharp sting...

SLAP!

"Ahh," came the girl's startled voice as she felt a light sting on her ass. Her back was several feet from the cave wall, but he'd hit her ass from the side while still standing in front of her. She drank in the sight of Spike's shirtless chest.

"Too much for you? I haven't even started yet," said Spike with a snarl.

Dawn just looked at him, panting, waiting for the next strike. He hit her again, just a warm up to get her used to the feeling. Dawn's hips rocked a bit, but other then that she made no move.

"Well?"

Dawn was frustrated. She'd hit herself harder then that on her opened sex! If this was as bad as things got, she'd rather masturbate ... almost. After all, from the bulge in his pants he looked big. Her frustration made her sarcastic.

"Oooo ... the big, bad Spikey. I thought you were going to punish me, not tap my fanny!" Her voice, while still shaky was defiant. He could hear the frustration in it.

"Oh, lil' Bit does like it rough. Well, I'll be happy to oblige."

Spike put down the whip and went back to the chest to remove more toys. When he was finished with her, the teen's legs were spread wide by a bar fastened to her ankles. Her wrists had soft leather cuffs around them and attached to another bar, which had been raised so high she was on her tip toes. Now, he had easy access to any part of her body. Spike grew very hard, admiring the beautiful body in front of him. Dawn's breasts were almost flat now, but her nipples were still hard and standing out. Her pubic mound was prominent and pushed out - a perfect target for his attentions.

The next time Spike hit her with the whip, it was much harder. Breath hissed out of her, but that was it. Again, harder, and this time he was rewarded with a red streak and a moan. Spike continued to whip her back and ass, the measured strokes falling quite hard. She only moaned and ground her hips against empty air. Her sex was swollen and lubricant was oozing freely. Soon, Spike moved his attentions to her front. This caused her to moan very loudly, but she gave no sign of being in real pain. He decreased the tempo but increased the strength of the blows. Dawn responded favorably, surprising Spike again. He continued to work her front until it became obvious that she was close to orgasm. Then, he started to strike upwards into her opened sex. Dawn gave a guttural moan and began to shake as blow after blow landed between her legs. Finally, she gave a loud shriek and her legs gave out, and she hung there twitching from the after effects of her orgasm. She'd never had one so intense.

Spike was beside himself. His cock was like steel. Dawn made an incredible sight, hanging from her wrists now that her legs wouldn't support her, her body slick with sweat and her skin red from the beating. Her sex was swollen and red, the inner lips protruding from their cover, as was her clit, which was more swollen then ever. He dropped the whip and loosened her hands. She slumped against him and immediately tried to hump his leg. Spike was astonished that she was still aroused.

He held the girl away from his body. She looked up at him, literally drunk on lust. Spike had never seen anything like it. Well, not unless he'd had them for several days. Picking up the girl, he set her on the table and fished some rope from the chest. Next he began tying the girl and when he was finished her arms were bound behind her, wrists crossed between her shoulder blades, with loops above and below her breasts. Her breasts had been compressed between coils of rope until they were quite hard.